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Exhibit 4-A(ii)
FIRST AMENDMENT
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TO REVOLVING CREDIT AGREEMENT
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This FIRST
AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment") is
made as of February 27, 2004, by and among
PRIORITY HEALTHCARE CORPORATION, an
Indiana corporation (the "Borrower"), the
several banks and other financial
institutions (the "Lenders") that are from
time to time party to the Credit
Agreement (as defined below), SUNTRUST
BANK, in its capacity as Administrative
Agent for the Lenders (the "Administrative
Agent"), as Issuing Bank (the
"Issuing Bank") and as swingline lender
(the "Swingline Lender").
WHEREAS, the
Borrower, the Administrative Agent, the Issuing Bank, the
Swingline Lender and the Lenders are party
to that certain Revolving Credit
Agreement, dated as of February 5, 2004,
(as amended, restated, supplemented or
otherwise modified from time to time, the
"Credit Agreement");;
WHEREAS, the
Borrower has requested that the Lenders amend the Credit
Agreement as set forth herein, and the
Lenders are willing to so agree, subject
to the terms and conditions hereof
WHEREAS, each
capitalized term not otherwise defined herein, shall have the
same meaning as in the Credit
Agreement;
NOW, THEREFORE,
in consideration of the mutual covenants, agreements,
representations and warranties contained in
this Amendment, the parties agree as
follows:
A. Amendment to the Credit
Agreement.
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Section 6.3 of the Credit Agreement is amended hereby by deleting
such
section in its entirety and replacing the
following in lieu thereof:
Section 6.3 Consolidated Net Worth. The Borrower will not
permit
its Consolidated
Net Worth at any time to be less than an amount equal to
the sum of (i)
85% of the Consolidated Net Worth as at September 27, 2003,
plus (ii) 50% of
Consolidated Net Income on a cumulative basis for all
Fiscal Quarters
thereafter, commencing with the Fiscal Quarter ending
January 3, 2004;
provided, that if Consolidated Net Income is negative in
any Fiscal
Quarter the amount added for such Fiscal Quarter shall be zero
and such
negative Consolidated Net Income shall not reduce the amount of
Consolidated Net
Income added from any previous Fiscal Quarter, plus (iii)
85% of the
amount by which the Borrower's "total stockholders' equity" is
increased as a
result of any public or private offering of common stock of
the Borrower
after the Closing Date. Promptly upon the consummation of such
offering, the
Borrower shall notify the Administrative Agent in writing of
the amount of
such increase in "total stockholders' equity".
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B. Conditions Precedent.
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This Amendment shall become effective, when and only when the
Administrative Agent shall have received a
duly executed counterpart of this
Amendment from the Borrower and the
Required Lenders.
C. Miscellaneous.
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Section 1.
Representations and Warranties. To induce the Lenders to enter
into this Amendment, the Borrower hereby
represents and warrants to the Lenders
and the Administrative Agent that:
(a) the execution,
delivery and performance of this
Amendment (1) is
within its corporate power; (2) has been duly authorized
by all necessary
corporate action and shareholder action; (3) does not
conflict with,
or result in the breach of the terms, conditions or
provisions of,
or constitute a default under, or result in any violation
of, or result in the
creation of any Lien upon any of its properties or
assets or the
properties and assets of any of its Subsidiaries pursuant to,
the charter or
articles of organization or similar document, or by-Laws or
operating
agreement or similar document of the Borrower, any award of any
arbitrator or
any agreement (including any agreement with stockholders),
instrument,
order, judgment, decree, statute, law, rule or regulation to
which the
Borrower is subject and (4) does not require the consent,
permission,
authorization, order or license of any governmental authority
or Person;
(b) this Amendment has
been duly executed and delivered for
the benefit of
or on behalf of the Borrower and constitutes a legal, v
